Exhibit
4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As
of December 31, 2021, Energem Corp. (“we,” “our,” “us” or the “Company”) had the following
three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
(i) its units, consisting of one Class A ordinary share (as defined below), one redeemable warrant (as defined below), with each whole
warrant (as defined below) entitling the holder thereof to purchase one Class A ordinary share (the “units”), (ii) its Class
A ordinary shares, $0.0001 par value per share (“Class A ordinary shares”), and (iii) its public warrants, with each whole
warrant exercisable for one Class A ordinary share for $11.50 per share (the “warrants”).


 


Pursuant
to our amended and restated certificate of incorporation, our authorized ordinary shares consists of 500,000,000 shares including
479,000,000 shares of Class A ordinary shares, $0.0001 par value and 20,000,000 shares of Class B ordinary shares, $0.0001 par value,
and 1,000,000 undesignated preferred shares, $0.0001 par value. The following description summarizes the material terms of our
ordinary shares and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our amended
and restated certificate of incorporation, our bylaws and our warrant agreement, each of which is incorporated by reference as an exhibit
to our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Report”) of which this Exhibit 4.5 is
a part.


 


Defined
terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Report.


 


Units


 


Each
consists of one Class A ordinary share and one redeemable warrant. Each whole warrant entitles the holder to purchase one share of ordinary
shares. Pursuant to the warrant agreement, a warrant holder may exercise his, her or its warrants only for a whole number of shares of
ordinary shares.


 


Class
A Ordinary shares


 


Ordinary
shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of
the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted
to a vote of our shareholders, except as required by law. There is no cumulative voting with respect to the election of directors,
with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our
shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally
available therefor.


 


We
will provide our shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our
initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
as of two business days prior to the consummation of our initial business combination including interest earned on the funds held in
the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject
to the limitations described herein. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which
they have agreed to waive their redemption rights with respect to any founder shares and placement shares and any public shares held
by them in connection with the completion of our initial business combination.


 


If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting
in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares
with respect to more than an aggregate of 15% of the shares of ordinary shares sold in our initial public offering, which we refer to
as the Excess Shares. However, we would not be restricting our shareholders’ ability to vote all of their shares (including
Excess Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares
will reduce their influence over our ability to complete our initial business combination, and such shareholders could suffer
a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not
receive redemption distributions with respect to the Excess Shares if we complete the initial business combination. And, as a result,
such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required
to sell their ordinary shares in open market transactions, potentially at a loss.


 




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In
the event of a liquidation, dissolution or winding up of the company after an initial business combination, our shareholders are
entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision
is made for each class of shares, if any, having preference over the ordinary shares. Our shareholders have no preemptive
or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our
shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount
then on deposit in the trust account, upon the completion of our initial business combination, subject to the limitations described in
the Report.


 


Redeemable
Warrants


 


Each
whole warrant entitles the registered holder to purchase one share of our Class A ordinary shares at a price of $11.50 per share, subject
to adjustment as discussed below, at any time commencing on the later of November 18, 2022 and 30 days after the completion of our initial
business combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares
of Class A ordinary shares.


 


The
warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.


 


We
will not be obligated to deliver any shares of Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A ordinary
shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations
described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A
ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that
the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will
not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to
net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of
a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A ordinary shares underlying
such unit.


 


We
have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination,
we will use our best efforts to file with the SEC a registration statement covering the shares of Class A ordinary shares issuable upon
exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those
shares of Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration
statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th
business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration
statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration
statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following
the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement
and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis
pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that
such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants
on a cashless basis.


 




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Once
the warrants become exercisable, we may call the warrants for redemption:


 


	 	●	in
    whole and not in part;
	 	 	 
	 	●	at
    a price of $0.01 per warrant;
	 	 	 
	 	●	upon
    not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption
    period”) to each warrant holder; and
	 	 	 
	 	●	if,
    and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share
    splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading
    day period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption
    to the warrant holders.


 


If
and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of ordinary shares
upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable
to effect such registration or qualification. We will use our best efforts to register or qualify such shares of ordinary shares under
the blue sky laws of the state of residence in those states in which the warrants were offered by us in our initial public offering.


 


If
we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise
its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a
“cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding
and the dilutive effect on our shareholders of issuing the maximum number of shares of Class A ordinary shares issuable upon the
exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering
their warrants for that number of shares of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the
number of shares of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants
and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose
shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day
prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option,
the notice of redemption will contain the information necessary to calculate the number of shares of Class A ordinary shares to be received
upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner
will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature
is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If
we call our warrants for redemption and our management does not take advantage of this option, our sponsor and its permitted transferees
would still be entitled to exercise their placement warrants for cash or on a cashless basis using the same formula described above that
other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless
basis, as described in more detail below.


 


A
holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the
right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as
a holder may specify) of the shares of Class A ordinary shares outstanding immediately after giving effect to such exercise.


 


The
warrants have certain anti-dilution and adjustment rights upon certain events.


 


The
warrants will be issued in registered form under a warrant agreement between Continental, as warrant agent, and us. You should review
a copy of the warrant agreement, which has been filed as an exhibit to the Registration Statement for a complete description of the terms
and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent
of any holder to cure any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description
of the terms of the warrants and the warrant agreement, or defective provision, but requires the approval by the holders of at least
a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders
of public warrants.


 




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In
addition, if (x) we issue additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share of Class A ordinary shares
(with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such
issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as
applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our
initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the
warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and
the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater
of the Market Value and the Newly Issued Price.


 


The
warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full
payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number
of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A ordinary shares and any voting
rights until they exercise their warrants and receive shares of Class A ordinary shares. After the issuance of shares of Class A ordinary
shares upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be
voted on by shareholders.


 


No
fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive
a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of Class A ordinary shares
to be issued to the warrant holder.


 




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